S T A T E O F N E W Y O R K
________________________________________________________________________
8125
2017-2018 Regular Sessions
I N A S S E M B L Y
May 31, 2017
___________
Introduced by M. of A. SEAWRIGHT -- read once and referred to the
Committee on Corporations, Authorities and Commissions
AN ACT to amend the limited liability company law, the arts and cultural
affairs law and the state finance law, in relation to publication
requirements; and to repeal section 206 of the limited liability
company law and paragraph 2 of subdivision (c) of section 1203 of the
limited liability company law, relating to affidavits of publication
THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:
Section 1. The opening paragraph of subdivision (e) of section 1006 of
the limited liability company law, as amended by chapter 375 of the laws
of 1998, is amended to read as follows:
In connection with any conversion approved under subdivision (c) of
this section, the partnership or limited partnership shall file with the
department of state a signed certificate entitled "Certificate of
Conversion of ... (name partnership or limited partnership) to ... (name
of limited liability company) under section one thousand six of the
Limited Liability Company Law" [and shall also satisfy the publication
requirements of section two hundred six of this chapter]. Such certif-
icate shall include either:
§ 2. Section 206 of the limited liability company law is REPEALED.
§ 3. Subdivision (s) of section 1101 of the limited liability company
law, as amended by chapter 767 of the laws of 2005, is amended to read
as follows:
(s) For filing a certificate of publication with affidavits of publi-
cation annexed thereto pursuant to section [two hundred six,] eight
hundred two, twelve hundred three or thirteen hundred six of this chap-
ter, fifty dollars.
§ 4. Section 209 of the limited liability company law is amended to
read as follows:
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD06263-01-7
A. 8125 2
§ 209. Filing with the department of state. (A) A signed articles of
organization and any signed certificate of amendment or other certif-
icates filed pursuant to this chapter or of any judicial decree of
amendment or cancellation shall be delivered to the department of state.
If the instrument that is delivered to the department of state for
filing complies as to form with the requirements of law and the filing
fee required by any statute of this state in connection therewith has
been paid, the instrument shall be filed and indexed by the department
of state. The department of state shall not review such articles or
certificates for legal sufficiency; its review shall be limited to
determining that the form has been completed.
(B) THE DEPARTMENT OF STATE SHALL MAKE SUCH INSTRUMENTS AVAILABLE ON
ITS STATE REGISTER WEBSITE, AND MUST MAINTAIN ELECTRONIC COPIES OF THE
INSTRUMENT IN A FULLY SEARCHABLE FORMAT THAT IS AVAILABLE TO THE PUBLIC.
THE DEPARTMENT SHALL ALSO TRANSMIT A COPY OF SUCH INSTRUMENT TO THE
DEPARTMENT OF LAW WITHIN SEVEN DAYS OF FILING. THE DEPARTMENT OF LAW
SHALL PUBLISH THE INSTRUMENT ON ITS "NY OPEN GOVERNMENT" WEBSITE OR
ANALOGOUS WEBSITE NO MORE THAN SEVEN DAYS AFTER RECEIPT FROM THE DEPART-
MENT OF STATE.
(C) THE DEPARTMENT OF STATE SHALL PUBLISH NOTICE OF ARTICLE FILINGS ON
ITS STATE REGISTER WEBSITE, WHICH SHALL INCLUDE WITHOUT LIMITATION: (1)
THE NAME OF THE LIMITED LIABILITY COMPANY; (2) THE DATE OF FILING OF THE
ARTICLES OF ORGANIZATION WITH THE DEPARTMENT OF STATE AND, IF THE DATE
OF THE FORMATION IS NOT THE DATE OF FILING OF THE ARTICLES OF ORGANIZA-
TION, THE DATE OF FORMATION OF THE LIMITED LIABILITY COMPANY; (3) THE
COUNTY WITHIN THIS STATE, IN WHICH THE OFFICE OF THE LIMITED LIABILITY
COMPANY IS LOCATED; (4) THE STREET ADDRESS OF THE PRINCIPAL BUSINESS
LOCATION, IF ANY; (5) A STATEMENT THAT THE SECRETARY OF STATE HAS BEEN
DESIGNATED AS AGENT OF THE LIMITED LIABILITY COMPANY UPON WHOM PROCESS
AGAINST IT MAY BE SERVED AND THE POST OFFICE ADDRESS WITHIN OR WITHOUT
THIS STATE TO WHICH THE SECRETARY OF STATE SHALL MAIL A COPY OF ANY
PROCESS AGAINST IT SERVED UPON HIM OR HER; (6) IF THE LIMITED LIABILITY
COMPANY IS TO HAVE A REGISTERED AGENT, HIS OR HER NAME AND ADDRESS WITH-
IN THIS STATE AND A STATEMENT THAT THE REGISTERED AGENT IS TO BE THE
AGENT OF THE LIMITED LIABILITY COMPANY UPON WHOM PROCESS AGAINST IT MAY
BE SERVED; (7) IF THE LIMITED LIABILITY COMPANY IS TO HAVE A SPECIFIC
DATE OF DISSOLUTION IN ADDITION TO THE EVENTS OF DISSOLUTION SET FORTH
IN SECTION SEVEN HUNDRED ONE OF THIS CHAPTER, THE LATEST DATE UPON WHICH
THE LIMITED LIABILITY COMPANY IS TO DISSOLVE; AND (8) THE CHARACTER OR
PURPOSE OF THE BUSINESS OF SUCH LIMITED LIABILITY COMPANY.
§ 5. Section 1101 of the limited liability company law is amended by
adding a new subdivision (w) to read as follows:
(W) FOR THE ELECTRONIC PUBLICATION OF ANY DOCUMENTS REQUIRED TO BE
FILED WITH THE DEPARTMENT PURSUANT TO SECTION TWO HUNDRED NINE OF THIS
CHAPTER, FIFTY DOLLARS.
§ 6. Subdivisions (a-1) and (e-1) of section 102 of the limited
liability company law, subdivision (a-1) as amended by chapter 44 of the
laws of 2006 and subdivision (e-1) as added by chapter 767 of the laws
of 2005, are amended to read as follows:
(a-1) "Affidavit of publication" means the affidavit of the printer or
publisher of a newspaper in which a publication pursuant to sections
[two hundred six,] eight hundred two, one thousand two hundred three,
and one thousand three hundred six of this chapter has been made. The
affidavit of publication shall be in a form substantially as follows:
"Affidavit of Publication Under Section __________ (specify applicable
section) of the Limited Liability Company Law
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State of New York,
County of ________, ss.:
The undersigned is the printer (or publisher) of ______________ (name
of newspaper), a _________ (daily or weekly) newspaper published in
________________, New York. A notice regarding _______________ (name of
limited liability company) was published in said newspaper once in each
week for six successive weeks, commencing on __________ and ending on
________. The text of the notice as published in said newspaper is as
set forth below, or in the annexed exhibit. This newspaper has been
designated by the Clerk of ________ County for this purpose.
____________ (signature)
__________(printed name),
(jurat)"
The text of the notice set forth in or annexed to each affidavit of
publication shall: (i) include only the text of the published notice,
(ii) be free of extraneous marks, and (iii) if submitted in paper form,
be printed on paper of such size, weight and color, and in ink of such
color, and in such font, and be in such other qualities and form not
inconsistent with any other provision of law as, in the judgment of the
secretary of state, will not impair the ability of the department of
state to include a legible and permanent copy thereof in its official
records. Nothing in this subdivision shall be construed as requiring the
department of state to accept for filing a document submitted in elec-
tronic form.
(e-1) "Certificate of publication" means a certificate presented on
behalf of the applicable limited liability company to the department of
state together with the affidavits of publication pursuant to section
[two hundred six,] eight hundred two, one thousand two hundred three, or
one thousand three hundred six of this chapter. The certificate of
publication shall be in a form substantially as follows:
"Certificate of Publication of ______ (name of limited liability
company) Under Section ______ (specify applicable section) of the Limit-
ed Liability Company Law
The undersigned is the _________ (title) of ___________ (name of
limited liability company). The published notices described in the
annexed affidavits of publication contain all of the information
required by the above-mentioned section of the Limited Liability Company
Law. The newspapers described in such affidavits of publication satisfy
the requirements set forth in the Limited Liability Company Law and the
designation made by the county clerk. I certify the foregoing statements
to be true under penalties of perjury.
Date
Signature
Printed Name"
§ 7. Subdivision 4 of section 23.03 of the arts and cultural affairs
law, as amended by chapter 767 of the laws of 2005, is amended to read
as follows:
4. A limited partnership that is a theatrical production company is
exempt from the requirement for publishing its certificate or notice
under sections ninety-one, 121-201 and 121-902 of the partnership law so
long as the words "limited partnership" appear in its name. A limited
liability company that is a theatrical production company is exempt from
the requirement for publishing its articles of organization, application
for authority or a notice containing the substance thereof under
[sections two hundred six and] SECTION eight hundred two of the limited
A. 8125 4
liability company law so long as the words "limited liability company"
appear in its name.
§ 8. The state finance law is amended by adding a new section 89-i to
read as follows:
§ 89-I. DEPARTMENT OF STATE MODERNIZATION FUND. 1. THERE IS HEREBY
ESTABLISHED IN THE CUSTODY OF THE COMPTROLLER A SPECIAL FUND TO BE KNOWN
AS THE "DEPARTMENT OF STATE MODERNIZATION FUND". THE MONEYS IN SUCH FUND
SHALL BE AVAILABLE FOR PAYMENT OF ANY AND ALL COSTS AND EXPENDITURES
INCURRED IN PERFORMING MODERNIZATION AND SECURITY OF THE DEPARTMENT OF
STATE WEBSITE, AND FOR EXPLORING ALTERNATIVES TO PHYSICAL PUBLICATION OF
DOCUMENTS REQUIRED TO BE FILED PURSUANT TO ARTICLE ELEVEN OF THE LIMITED
LIABILITY COMPANY LAW, INCLUDING COSTS AND EXPENSES INCIDENTAL AND
APPURTENANT THERETO.
2. MONEYS IN THE FUND SHALL BE KEPT SEPARATELY FROM AND SHALL NOT BE
COMMINGLED WITH ANY OTHER MONEYS IN THE CUSTODY OF THE STATE COMP-
TROLLER.
3. THE FUND SHALL CONSIST OF THE REVENUES REQUIRED TO BE DEPOSITED
THEREIN PURSUANT TO THE PROVISIONS OF SUBDIVISION (W) OF SECTION ELEVEN
HUNDRED ONE OF THE LIMITED LIABILITY COMPANY LAW, AND ALL OTHER MONEYS
CREDITED OR TRANSFERRED THERETO FROM ANY OTHER FUND OR SOURCE PURSUANT
TO LAW.
4. THE MONEYS IN SUCH FUND SHALL BE APPROPRIATED BY THE LEGISLATURE
AND PAID OUT ON THE WARRANT OF THE STATE COMPTROLLER.
§ 9. Paragraph 2 of subdivision (c) of section 1203 of the limited
liability company law is REPEALED.
§ 10. Paragraph 1 of subdivision (c) of section 1203 of the limited
liability company law is amended to read as follows:
[(1)] A certified copy of the articles of organization and of each
amendment thereto and restatement thereof shall be filed by the profes-
sional service limited liability company with the licensing authority
within thirty days after the filing of such certificate or amendment
with the department of state.
§ 11. This act shall take effect on the one hundred eightieth day
after it shall have become a law; provided, however, that effective
immediately, the department of state is directed and authorized to
promulgate all rules and regulations necessary to implement the
provisions of this act on or before its effective date.